13D Filing: Elliott Associates, L.P. and Travelport Worldwide Ltd (TVPT)

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(b)             Elliott has the power to vote or direct the vote of, and to dispose or direct the disposition of the Common Shares owned directly by it.
Elliott International has the shared power with EICA to vote or direct the vote of, and to dispose or direct the disposition of, the Common Shares owned directly by Elliott International. Information regarding each of Elliott International and EICA is set forth in Item 2 of this Schedule 13D and is expressly incorporated by reference herein.
(c)              The transactions effected by the Reporting Persons during the past 60 days are set forth on Schedule 1 attached hereto.
(d)             No person other than Elliott has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares beneficially owned by Elliott.
No person other than Elliott International and EICA has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares beneficially owned by Elliott International and EICA.
(e)              Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Elliott and Elliott International have entered into notional principal amount derivative agreements in the form of physically settled swaps (the “Physical Derivative Agreements“) with respect to 413,144 and 877,931 Common Shares of the Issuer, respectively, that the Reporting Persons may be deemed to beneficially own upon satisfaction of certain conditions.  Collectively, the Physical Derivative Agreements held by the Reporting Persons represent economic exposure comparable to an interest in approximately 1.0% of the Common Shares. The counterparties to the Physical Derivative Agreements are unaffiliated third party financial institutions.
Elliott, through The Liverpool Limited Partnership, a Bermuda limited partnership and a wholly-owned subsidiary of Elliott (“Liverpool“), and Elliott International have entered into notional principal amount derivative agreements in the form of cash settled swaps (the “Cash Derivative Agreements“) with respect to 2,154,300 and 4,577,885 Common Shares of the Issuer, respectively (representing economic exposure comparable to 1.7% and 3.7% of the Common Shares of the Issuer, respectively).  Collectively, the Cash Derivative Agreements held by the Reporting Persons represent economic exposure comparable to an interest in approximately 5.4% of the Common Shares.  The Cash Derivative Agreements provide Elliott and Elliott International with economic results that are comparable to the economic results of ownership but do not provide them with the power to vote or direct the voting or dispose of or direct the disposition of the shares that are referenced in the Cash Derivative Agreements (such shares, the “Subject Shares“).  The Reporting Persons disclaim beneficial ownership in the Subject Shares.  The counterparties to the Cash Derivative Agreements are unaffiliated third party financial institutions.

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